PALO ALTO, Calif., Oct. 08, 2024 (GLOBE NEWSWIRE) -- Scilex Holding Company (NASDAQ:SCLX, "Scilex" or the "Company")), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain, today announced the closing of its previously announced registered direct offering of new tranche B senior secured convertible notes (the "Notes") in the aggregate principal amount of $50 million and warrants to purchase up to 7,500,000 shares of the Company's common stock.
The Notes have an original issue discount of 10.0% and bear interest at a rate of 5.5% per annum and unless earlier converted or redeemed, the Notes mature on the two-year anniversary of the issuance date. The Company has received in exchange for the issuance of the Notes to 3i LP and the affiliates of Murchinson an aggregate amount in cash equal to $22,500,000, excluding fees and expenses payable by the Company. The Company has received from Oramed Pharmaceuticals Inc. in consideration for the Note issued to Oramed an exchange and reduction of the principal balance under the Company's existing Senior Secured Promissory Note with Oramed (the "Oramed Note") of $22,500,000. All amounts due under the Notes are convertible at any time, in whole or in part, subject to certain beneficial ownership limitations, at the option of the holder into shares of the Company's common stock at a conversion price equal to $1.09, subject to adjustment as described in the Notes. The warrants have an exercise price of $1.09 (subject to adjustment as described in the warrants) and will become exercisable immediately upon issuance and will expire on the date that is five years from the issuance date.
StockBlock Securities LLC and its affiliate, Rodman & Renshaw LLC, served as the exclusive placement agents in connection with the offering.
The net proceeds from the offering are approximately $20,500,000, after deducting the placement agents' fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for repayment and satisfaction of $12,500,000 of the outstanding balance under the Oramed Note, payoff of the revolving credit facility with eCapital Healthcare Corp, satisfaction of certain costs, fees and expenses of the purchasers of the Notes and the collateral agent, and, to the extent there are any remaining proceeds, for working capital and other general corporate purposes of the Company.
The securities described above were offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-276245), as amended, which was originally filed with the Securities and Exchange Commission (the "SEC") on December 22, 2023, and declared effective by the SEC on January 11, 2024. The securities were offered only by means of a prospectus, including a prospectus supplement, forming ...
